Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Named Executive Officer
On January 23, 2023, Phillip A. Bosua resigned from the Board of Directors and
from his position as Chief Executive Officer of Know Labs, Inc. (the "Company").
Mr. Bosua's resignation was not due to any disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
Material Compensatory Agreement with Named Executive Officer
In connection with Mr. Bosua's resignation on January 23, 2023 ("Separation
Date"), the Company and Mr. Bosua entered into a Separation and Release
Agreement (the "Separation Agreement") containing customary terms and mutual
releases, pursuant to which Mr. Bosua shall receive a severance payment of
$400,000 and benefits pursuant to his prior employment agreement. The Company
shall cause Mr. Bosua's current outstanding stock options to cease vesting after
the Separation Date and shall cause all current vested stock options to be
exercisable for a period of one year after the Separation Date. Mr. Bosua has
been engaged as a consultant to the Company for a period of one year at a rate
of $10,000 per month.
Mr. Bosua also entered into a lock up and leak out agreement with respect to
3,005,000 common shares owned by Mr. Bosua and shares issuable upon exercise of
his vested option awards. In connection with Mr. Bosua's resignation, his
employment agreement, dated April 10, 2018, will terminate.
The foregoing description of the Separation Agreement is not complete and is
qualified in its entirety by the actual terms of the Separation Agreement, a
copy of which will be included in the Company's forthcoming 10-Q.
Appointment of Named Executive Officer
On January 23, 2023, the Board of Directors of the Company appointed Ronald P.
Erickson, the current Chairman of the Board, to the position of Chief Executive
Officer of the Company.
Mr. Erickson has been Chairman of the Board since February 2015. He previously
served as Chief Executive Officer from November 2009 to April 2018 and from
September 2003 through August 2004. He also previously served as Chairman of the
Board from August 2004 until May 2011. A senior executive with more than 30
years of experience in the high technology, telecommunications, micro-computer,
and digital media industries, Mr. Erickson was the founder of the Company. He is
formerly chairman, chief executive officer and co-founder of Blue Frog Media, a
mobile media and entertainment company, chairman and chief executive officer of
eCharge Corporation, an Internet-based transaction procession company, chairman,
chief executive officer and co-founder of GlobalTel Resources, a provider of
telecommunications services, chairman and chief executive officer of Egghead
Software, Inc. a software reseller where he was an original investor. chairman
and chief executive officer of NBI, Inc., and co-founder of MicroRim, Inc., the
database software developer. Earlier, Mr. Erickson practiced law in Seattle and
worked in public policy in Washington, DC and New York, NY. Additionally, Mr.
Erickson has been an angel investor and board member of a number of public and
private technology companies. In addition to his business activities, Mr.
Erickson is the former Chairman of the Board of Trustees of Central Washington
University where he received his BA degree. He also holds a MA from the
University of Wyoming and a JD from the University of California, Davis. He is
licensed to practice law in the State of Washington.
Mr. Erickson was appointed to serve until his successor is duly elected and
qualified. There are no family relationships among Mr. Erickson and the
Company's existing directors and officers. There are no arrangements or
understandings between Mr. Erickson and any other persons pursuant to which he
was selected.
Mr. Erickson is a substantial shareholder in the Company and there has been no
transaction, nor is there any currently proposed transaction between Mr.
Erickson and the Company that would require disclosure under Item 404(a) of
Regulation S-K except as disclosed in the Company's Annual Report on Form 10-K
for year ended September 30, 2022, which was filed with the SEC on December 20,
2022, and subsequently filed Form 8-K's, which is incorporated herein by
reference.
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Item 7.01 Regulation FD Disclosure.
On January 26, 2023, the Company will publish a press release announcing that
Ron Erickson, the Company's Founder and Chairman, has been unanimously named
Chief Executive Officer by the Board of Directors, while continuing as Chairman
of the Board. Former CEO Phil Bosua has stepped down as an executive officer of
the Company and Board Member and will become a technology advisor and consultant
to Know Labs, effective immediately.
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KNOW LABS, INC. 
